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1 CI 1 2 DI 2 3 IACA 4 3.1 Question 1: Business Attractive Or Predictable? C 1 C I 1 2 D I 2 3 I A C A 4 3.1 Question 1: Business Attractive Or Predictable? Executive Summary: Attrac- tive, Not Predictable ................................. 4 3.1.1 Customers .................................. 4 3.1.2 Suppliers ................................... 6 3.1.3 Substitutes .................................. 6 3.1.4 New Entrants ................................. 6 3.1.5 Competition .................................. 6 3.2 Question 2: Competitive Advantage? Executive Summary: Yes .......... 7 4 V A P 11 4.1 Question 3: Intrinsic Value And Margin Of Safety Executive Summary: Under- valued ......................................... 11 4.2 Question 4: Who is selling and why is it cheap? . 12 5 D A V A 14 5.1 Question 5: Financial Value Add Executive Summary: Applicable . 14 5.2 Question 6: Operational Value Add Executive Summary: Applicable . 14 5.2.1 Short-Term .................................. 14 5.2.2 Long-Term .................................. 15 5.3 Question 7: Acquisition Advantage Executive Summary: Yes . 16 6 R A R 17 6.1 Question 8: Worst Case Scenario . 17 i Contents 6.2 Question 9: Investor Mistakes And Punch Card Test Executive Summary: Pass . 19 7 C 22 8 A C A: A E C 23 9 A 26 ii 1 C I The U.S. based PayPal Holdings, Inc. (hereafter “PayPal” or “the company”) is an worldwide operating online payment provider mainly for the eCommerce industry, which enables software based digital and mobile payments for commercial users as well as merchants.1 PayPal has digitized the payment method by connecting buyers and sellers via a two-sided platform. While doing so, the company charges fees for providing transaction processing and other payment-related services as source of revenues.2 Established in 1998, PayPal was acquired by eBay shortly after the IPO in late 2002. Driven by the strong demand of star investor Carl Icahn, eBay separated its payment transaction business into an independent, listed company (PayPal Holdings) in 2015.3 So far, PayPal has over 250 million users and supports 25 currencies from over 200 markets,4 which makes them one of the most widely accepted digital and mobile payment provider. 1. Cf. PayPal (2018), annual report 2017, page 1. 2. Cf. ibidem. 3. Cf. https://www.reuters.com/article/us-investments-funds-icahn/icahn-exits-ebay-stake- opts-for-paypal-after-spinoff-idUSKCN0T52SP20151117 (02.12.18). 4. Cf. https://www.paypal.com/c2/webapps/mpp/merchant?locale.x=en_C2 (02.12.18). 1 2 D I ”Visa and PayPal have a shared goal of giving consumers a safe, convenient way to pay using their preferred device. Expanding our partnership [...] provides greater consumer choice and benefits merchants.”5 - Bill Sheedy, CEO Europe, Visa Inc. This paper recommends a merger between PayPal, a key player in digital and mobile based payment solutions, and Visa Inc. (hereafter ”Visa”), the market leader in the credit card business. The proposed merger yields manifold advantages for both parties and helps them to compete with other key players like Apple and Alibaba in the future. The two companies have already successfully worked together in the past on solutions for online and in-app payments as well as payments in stores.6 In the future, this collaboration could be expanded to allow PayPal, with its banking license in Europe, to act as a Visa emitter itself, allowing consumer and business to use PayPal wherever Visa is accepted worldwide.7 With the deal PayPal enters the retail market, while Visa at the same time profits from the digital, mobile and eCommerce focused network of PayPal. As stated by Mr. Sheedy, the consolidated network will gain customer’s utility on both sides. As being former rivals, we think that the combined network will provide a short-term and a long-term benefit, resulting in increased revenues. In the short-term, for all customers and merchants the availability will increase instantly by adding the respective other network. Secondly, the enlarged network will attract more customers and therefore provide sustainable long-term growth. Additionally, the value of the data in this network and services provided is very difficult to replicate on the scale and the precision that the Visa-PayPal-network would develop. Every company states, that they have a competitive advantage, while having non, but this natural network entrance barrier indeed yields a competitive advantage for the arising Visa-PayPal conglomerate. The proposed merger should be fulfilled as a merger by acquisition to incorporate PayPal into Visa. We recommend it this way around because Visa has almost four times higher free liquidity and an overall strong and bigger balance sheet compared to the leaner balance sheet of PayPal.8 5. https://investor.visa.com/news/news-details/2017/Visa-and-PayPal-Extend-Partnership- to-Europe-7182017/default.aspx (04.12.18). 6. Cf. PayPal (2018), annual report 2017, page 11. 7. Cf. https://investor.visa.com/news/news-details/2017/Visa-and-PayPal-Extend-Partnershi p-to-Europe-7182017/default.aspx (04.12.18). 8. Cf. respective annual reports 2017. 2 2 Deal Introduction While assuming a premium of 20% the total acquisition price of the company would be USD 126.7 billion, using the current stock price of USD 87.98,9 making it the fourth largest deal in global history.10 If Visa were to finance the purchase merely with debt, their debt to capital ratio would increase from 23% up to 73%. As a common used alternative they could offer shareholders of PayPal shares of Visa instead of cash compensation. Since the exchange ratio is assumed to be not an even number,11 Visa would only have to pay a one-off compensation payment. To avoid a debt overhang we recommend to combine both described acquisition methods. Leaving them with a debt to capital ratio of 40%.12 This would leave Visa at issuing USD 61.7 billion debt. Graph 1: Proposed merger by acquisition structure. Own graphic. 9. Noting that the stock price is currently in the upper quartile of the 52-week-range, buying at a later time could lower the acquisition price given the volatility of PayPal’s stock price in the last 6 month. 10. Cf. https://finance.yahoo.com/news/15-biggest-mergers-time-175152979.html (06.12.18). 11. We realistically assume that the objectifiable company values are not in multiple proportion. 12. To get this value, we used the Excel target value search. 3 3 I A C A 3.1 Q 1: B A O P? E S: A, N P In order to assess whether the industry is attractive and/or predictable, we use a slightly modified Porter 5-Forces model in the following. 3.1.1 C WHO ARE THE CUSTOMERS: Every commercial user and merchant involved in online payment transactions is customer of the digital payment industry. This includes customers of purely elec- tronic software based solutions, like PayPal offers, as well as more traditional non-software based solutions like online banking and credit card payment methods. HOW MANY CUSTOMERS EXIST: Since the business of digital transactions not only includes the B2C market (merchant to consumer) but also enables B2B and person to person (P2P) transactions, it is difficult to precisely define the industry and its total customer base. However, the industry’s main total payment volume and original purpose is the connection between the seller and buyer, which is why we focus on the eCommerce market in the following.13 The eCommerce market has a customer base of 2,818 million users in 2018 and grew by 3.1%.14 The number of users is expected to increase to 3,263 million by 2023.15 WHAT DO CUSTOMERS CARE ABOUT: The consumer side of the customers mostly cares about security because their savings are involved. The security aspect applies not only to buyer protection with full reimbursement for eligible purchases, but also to secure retention and no redistribution of all financial details. However, this is not sufficient on its own. The payment option must be available to customers in as many markets as possible worldwide and function as quickly and 13. In addition, this is where company’s like PayPal generate their primary revenues by charging fees; cf. PayPal (2018), annual report 2017, page 1. 14. https://www.statista.com/outlook/243/100/ecommerce/worldwide#market-revenue (02.12.18). 15. Cf. ibidem. 4 3 Industry And Company Analysis convenient as possible. Although we suspect that customers would be willing to pay a premium for using PayPal in return for security, they certainly want to have low or no costs caused by the payment option.16 On the other side of the transaction, merchants care most about the charge associated with the payment, reliability and also diversifying and keeping up with offering the consumer’s most wanted payment options. Delayed money transaction increase administrative costs they want to receive the payment as fast as possible. Usually the delivery is initiated after the payment is received. Thus, with a fast digital payment the process is accelerated for both parties. BUYING PROCESS AND FREQUENCY: We use the MHAECC not R checklist in order to analyze the buying process for consumers (B2C).17 As we are PayPal consumer ourselves, we think, due to fact that the safety of our money and data in the cyberspace are at stake, the process of choosing the payment option is not mindless, aspirational, emotional nor chemical. It is a critical choice, therefore we expect consumers to act rational as we did. However, once the consumer chose a payment option, we assess him or her to stick with it in future transaction as a habit and because of high perceived switching cost.
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